Pou Sheng International (Holdings) Limited
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POUSHENG INTERNATIONAL (HOLDINGS) LIMITED POUSHENG INTERNATIONAL (HOLDINGS) LIMITED 寶勝國際(控股)有限公司 寶勝國際(控股)有限公司 ( 於百慕達註冊成立之有限公司) (Incorporated in Bermuda with limited liability) : ( 股份代號:3813 ) (Stock Code 3813) 中 期 報 告 2009 INTERIM REPORT 2009 CONTENTS Group Financial Highlights 1 Interim Results Condensed Consolidated Income Statement 2 Condensed Consolidated Balance Sheet 3 Condensed Consolidated Statement of Changes in Equity 4 Condensed Consolidated Cash Flow Statement 5 Notes to The Condensed Consolidated Financial Statements 6 Management Discussion and Analysis 19 Other Information 29 1 GROUP FINANCIAL HIGHLIGHTS For the six months ended Percentage March 31, increase 2009 2008 (decrease) Revenue (US$’000) 533,895 419,627 27.2 Profit attributable to equity holders of the Company (US$’000) 4,784 34,062 (86.0) Basic earnings per share (US cents) 0.13 1.80 (92.8) Dividend per share – Interim (US cents) – – – Interim Report 2009 2 INTERIM RESULTS The directors (the “Directors”) of Pou Sheng International (Holdings) Limited (the “Company”) are pleased to announce the unaudited condensed consolidated results of the Company and its subsidiaries (collectively referred to as the “Group”) for the six months ended March 31, 2009 with comparative figures for the corresponding period in 2008 as follows: CONDENSED CONSOLIDATED INCOME STATEMENT For the six months ended March 31, 2009 For the six months ended March 31, 2009 2008 (unaudited) (unaudited) NOTES US$’000 US$’000 Revenue 3 533,895 419,627 Cost of sales (358,750) (261,965) Gross profit 175,145 157,662 Other income 7,312 15,597 Selling and distribution expenses (142,136) (103,503) Administrative expenses (46,370) (31,171) Fair value changes on derivative financial instruments 69 8,011 Interests on bank borrowings wholly repayable within five years (8,658) (8,416) Share of results of associates 1,799 2,616 Share of results of jointly controlled entities 17,138 9,294 Profit before taxation 4,299 50,090 Income tax expense 4 (1,849) (9,591) Profit for the period 5 2,450 40,499 Attributable to: Equity holders of the Company 4,784 34,062 Minority interests (2,334) 6,437 2,450 40,499 Earnings per share – Basic 7 US0.13 cents US1.80 cents – Diluted US0.13 cents N/A POU SHENG INTERNATIONAL (HOLDINGS) LIMITED 3 INTERIM RESULTS CONDENSED CONSOLIDATED BALANCE SHEET At March 31, 2009 At At March 31, September 30, 2009 2008 NOTES (unaudited) (audited) US$’000 US$’000 Non-current assets Property, plant and equipment 8 202,203 169,564 Deposit for acquisition of property, plant and equipment 8 10,807 22,447 Prepaid lease payments 15,574 15,772 Goodwill 2,101 2,101 Interests in associates 21,801 20,357 Loan to an associate 18,164 7,304 Interests in jointly controlled entities 73,714 65,207 Loans to jointly controlled entities 74,977 75,604 Available-for-sale investment 1,000 – Rental deposits and prepayments 32,266 35,408 Deferred tax assets 3,292 1,908 455,899 415,672 Current assets Inventories 254,143 250,623 Trade and other receivables 9 194,786 217,485 Rental deposits and prepayments 4,803 5,855 Prepaid lease payments 482 482 Taxation recoverable 33 154 Derivative financial instruments 10 59,813 59,744 Amounts due from jointly controlled entities 8,828 – Amount due from a minority shareholder of a subsidiary – 1,801 Pledged bank deposits – 2,337 Bank balances and cash 148,614 183,253 671,502 721,734 Current liabilities Trade and other payables 11 144,264 151,275 Taxation payable 5,744 6,728 Amounts due to minority shareholders of subsidiaries 1,234 1,919 Bank borrowings 297,568 306,288 448,810 466,210 Net current assets 222,692 255,524 Total assets less current liabilities 678,591 671,196 Non-current liabilities Bank borrowings 4,681 5,843 Deferred tax liabilities 3,463 3,044 8,144 8,887 Net assets 670,447 662,309 Capital and reserves Share capital 12 4,575 4,575 Reserves 649,620 641,141 Equity attributable to equity holders of the Company 654,195 645,716 Minority interests 16,252 16,593 Total equity 670,447 662,309 Interim Report 2009 4 INTERIM RESULTS CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the six months ended March 31, 2009 Equity attributable to equity holders of the Company Share capital and Share-based Non– paid up Share Special Other compensation distributable Translation Accumulated Minority capital premium reserve reserve reserve reserve reserve profits Total interests Total US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 (note 12) (note (i)) (note (ii)) (note (iii)) At October 1, 2007 (audited) 53,488 30,781 – – – 6,455 4,899 42,794 138,417 48,972 187,389 Exchange difference arising on the translation of financial statements recognised directly in equity – – – – – – 15,014 – 15,014 5,574 20,588 Profit for the period – – – – – – – 34,062 34,062 6,437 40,499 Total recognised income and expense for the period – – – – – – 15,014 34,062 49,076 12,011 61,087 Incorporation/establishment of subsidiaries 12,000 – – – – – – – 12,000 – 12,000 Transfer – – – – – 2,680 – (2,680) – – – At March 31, 2008 (unaudited) 65,488 30,781 – – – 9,135 19,913 74,176 199,493 60,983 260,476 Exchange difference arising on the translation of financial statements recognised directly in equity – – – – – – 14,918 – 14,918 (2,748) 12,170 Profit for the period – – – – – – – 35,962 35,962 3,240 39,202 Total recognised income and expense for the period – – – – – – 14,918 35,962 50,880 492 51,372 Arising from the Group reorganisation (65,488) (30,781) 96,269 – – – – – – – – Issue of shares 1,189 361,254 – – – – – – 362,443 – 362,443 Issue of shares for acquisition of additional interests in subsidiaries 12 255,865 – (211,176) – – – – 44,701 (44,701) – Transaction costs attributable to issue of new shares – (12,507) – – – – – – (12,507) – (12,507) Issue of shares by capitalisation of share premium account 3,374 (3,374) – – – – – – – – – Recognitiion of equity-settled share-based payments – – – – 706 – – – 706 – 706 Dividend paid to a minority shareholder of a subsidiary – – – – – – – – – (181) (181) Transfer – – – – – 4,198 – (4,198) – – – At September 30, 2008 (audited) 4,575 601,238 96,269 (211,176) 706 13,333 34,831 105,940 645,716 16,593 662,309 Exchange difference arising on the translation of financial statements recognised directly in equity – – – – – – 1,115 – 1,115 (4) 1,111 Profit (loss) for the period – – – – – – – 4,784 4,784 (2,334) 2,450 Total recognised income and expenses for the period – – – – – – 1,115 4,784 5,899 (2,338) 3,561 Recognition of equity-settled share-based payments – – – – 2,580 – – – 2,580 – 2,580 Dividend paid to minority shareholders of subsidiaries – – – – – – – – – (164) (164) Acquisition of subsidiaries – – – – – – – – – 2,161 2,161 Transfer – – – – – 491 – (491) – – – At March 31, 2009 (unaudited) 4,575 601,238 96,269 (211,176) 3,286 13,824 35,946 110,233 654,195 16,252 670,447 Notes: (i) The special reserve represents the difference between the nominal value of the share capital issued by the Company and the share premium and the nominal value of the share capital of the subsidiaries comprising the Group prior to the Group reorganisation in 2008. (ii) The other reserve represents the difference between the fair value of the consideration paid and the relevant share of carrying value of the subsidiaries’ net assets acquired from the minority interests. (iii) According to the relevant laws in the People’s Republic of China (“PRC”), wholly foreign-owned enterprises in the PRC are required to transfer at least 10% of their net profit after taxation, as determined under the PRC accounting regulations, to a non-distributable reserve fund until the reserve balance reaches 50% of their registered capital. The transfer to this reserve must be made before the distribution of a dividend to equity owners. The non-distributable reserve fund can be used to offset the previous years’ losses, if any. The non-distributable reserve fund is non-distributable other than upon liquidation. POU SHENG INTERNATIONAL (HOLDINGS) LIMITED 5 INTERIM RESULTS CONDENSED CONSOLIDATED CASH FLOW STATEMENT For the six months ended March 31, 2009 For the six months ended March 31, 2009 2008 (unaudited) (unaudited) US$’000 US$’000 Net cash from (used in) operating activities 30,354 (109,768) Net cash used in investing activities Purchase of property, plant and equipment (37,904) (41,767) Advance to an associate (10,836) (2,852) Advances to jointly controlled entities (2,253) (25,667) Purchase of available-for-sale investment (1,000) – Investments in associates (95) (342) Repayments from jointly controlled entities 2,983 – Investments in jointly controlled entities – (3,229) Other investing cash flows 2,702 9,825 (46,403) (64,032) Net cash (used in) from financing activities Repayment of bank borrowings (151,306) (66,389) Bank borrowings raised 141,130 260,104 Advances from related parties – 39,106 Proceeds from issues of shares and paid up capital – 12,000 Other financing cash flows (8,732) (8,416) (18,908) 236,405 Net (decrease) increase in cash and cash equivalents (34,957) 62,605 Effect of foreign exchange rate changes 318 6,404 Cash and cash equivalents brought forward 183,253 85,584 Cash and cash equivalents carried forward 148,614 154,593 Analysis of the balances of cash and cash equivalents: Bank balances and cash 148,614 160,472 Bank overdrafts – (5,879) 148,614 154,593 Interim Report 2009 6 INTERIM RESULTS NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PREPARATION The condensed consolidated financial statements have been prepared in accordance with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (the “Listing Rules”) and with the Hong Kong Accounting Standard (“HKAS”) 34 “Interim Financial Reporting” issued by Hong Kong Institute of Certified Public Accountants (“HKICPA”).